Interim / Quarterly Report • Aug 31, 2015
Interim / Quarterly Report
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Publicly Listed Company
Head office: Praça do Bom Sucesso 105/159, 9º andar, Porto Sahre Capital: Euro 20.000.000 Commercial Registry: Oporto under the number 501669477 Fiscal Number: 501 669 477
The consolidated turnover in the first half of 2015 amounted to 97.6 million euros compared with 85.1 million euros in the same period of 2014.
With the market continuing to show the same dynamic of the homologous period, Ibersol recorded a growth in the consolidated turnover of 14.7% , with a remarkable recovery in Portugal.
| TURNOVER | Million € | Ch. 15/14 |
|---|---|---|
| Sales of Restaurants | 96,18 | 14,8% |
| Sales of Merchandise | 1,07 | 5,0% |
| Services Rendered | 0,34 | 11,9% |
| Net Sales & Services | 97,59 | 14,7% |
The favorable restaurant market trend – it is estimated that it has grown about 5% e 2% in Portugal and Spain, respectively - and the effect of the opening larger units than those we closed led Ibersol to a sales growth of 14,8%.
The biggest contribution to the growth of the sales came from the counters with an evolution of 23%
| TURNOVER | Million € | Ch. 15/14 |
|---|---|---|
| Restaurants | 31,87 | 3,4% |
| Counters | 54,23 | 23,2% |
| Concessions &Catering | 11,49 | 12,2% |
| Total Sales | 97,59 | 14,7% |
The restaurants segment, which comprises higher-ticket formats, reacted slower to the consumption increase, despite the closures over the past 12 months and the promotional price adjustments, the sales increased 3.4%.
In the Catering and Concessions segment, a growth of 12.2% in turnover reflects a significant performance, mainly due to the realization of large events in Lisbon and Porto.
In Portugal, during the semester we closed nine units which reduced sales volume did not justify their maintenance in the portfolio and we held the opening of a Burger King in Abóboda and started the exploitation of a KFC at Lisbon airport replacing a Pans unit.
In Spain we closed a Pizza Móvil equity restaurant and two franchised units.
In Angola we opened a second unit this year (2nd quarter).Now we operate six units in this country.
By the end of the first half of the year the Group operated 365 equity restaurants, as shown below:
| Nº of Stores | 2014 | 2015 | |||
|---|---|---|---|---|---|
| 31-Dec | Openings | Transfer | Closings | 30-Jun | |
| PORTUGAL | 301 | 2 | 9 | 294 | |
| Own Stores | 300 | 2 | 9 | 293 | |
| Pizza Hut | 92 | 2 | 90 | ||
| Okilo | 8 | 2 | 6 | ||
| Pans+Roulotte | 54 | 3 | 51 | ||
| Burger King | 44 | 1 | 45 | ||
| KFC | 18 | 1 | 1 | 18 | |
| Pasta Caffé | 12 | 12 | |||
| Quiosques | 9 | 9 | |||
| Flor d`Oliveira | 1 | 1 | 0 | ||
| Cafetarias | 35 | 35 | |||
| Catering (SeO,JSCCe Solinca) | 6 | 6 | |||
| Concessions & Other | 21 | 21 | |||
| Franchise Stores | 1 | 1 | |||
| SPAIN | 86 | 0 | 3 | 83 | |
| Own Stores | 67 | 0 | 1 | 66 | |
| Pizza Móvil | 34 | 1 | 33 | ||
| Burger King | 33 | 33 | |||
| Franchise Stores | 19 | 2 | 17 | ||
| ANGOLA | 4 | 2 | 6 | ||
| KFC | 4 | 2 | 6 | ||
| Total Own stores | 371 | 4 | 10 | 365 | |
| Total Franchise stores | 20 | 0 | 2 | 18 | |
| TOTAL | 391 | 4 | 12 | 383 |
Consolidated net income at the end of semester amounted to 4.1 million euros, 2.1 million euros more than the homologous period.
Gross margin corresponds to 76,1% of turnover, similar to the same period of 2014 (1st Half 14: 76,0%). A lighter promotional activity induced a stabilization of the margin, in spite of the change of the mix of businesses with the counters segment attaining a more relevant position.
The adjustment of costs to lower levels of activity carried out in the past three years translates into a more flexible cost structure that provides significant leverage of the profitability whenever it registers a turnover growth. In fact, there was a dilution of the weight of the different items:
Staff costs: increase of 12.3%, lower than the evolution of sales, thus representing 31.8% of turnover (H1 14: 32.5%). The sales increase allowed a more efficient management of the staff and so it has been decided a partial reimplementation of the incentive policy discontinued over the last years.
Supplies and services: 9.7% increase, below sales increase, representing 31.9% of turnover, 1.4 pp less than in the same period of 2014. Higher marketing costs of 8% have been compensated by the dilution of the remaining fixed costs.
Therefore sales rise in the first half had a positive impact on the profitability and the EBITDA increased by 3.9 million euros and amounted to 12.8 million euros, ie 44% more than the homologous period of 2014.
EBITDA margin stood at 13.1% of turnover comparing with 10.4% in the first half 2014
Consolidated EBIT margin, 7,8% of turnover, corresponds to an operating profit of 7.7 million euros.
In the second quarter, the devaluation of AKZ against major currencies, with particular emphasis on the USD originated potential unfavorable exchange differences when updating of assets and liabilities denominated in foreign currency.
Consolidated financial results were negative in 2.4 million euros, about 1.3 million euros higher than the 1st half 2014., which corresponds to the amount of potential exchange differences recognized in Angola as at 30 June.
The average cost of funds decreased to 3.7%, although affected by the impact of the financing raised in Angola, that represent about 13% of total contracted financing, with interest rates much higher than the Group average.
Total Assets amounted to about 223 million euros and equity stood at 129 million euros, representing about 58% of assets.
As is characteristic of this business, the current assets are lower than the current liabilities. The financial allowance stood at 31 million euros, very close to the amount shown at the end of 2014.
The cash flow generated of 9.2 million euros has fully financed the investment of around 7.6 million, splitted between 80% in the expansion programme and the remaining in the refurbishment of some restaurants.
The net debt on June 30, 2015 amounted to 22.1 million euros, 3 million euros lower than the figure recorded at end of 2014.
.
During the first half 2015 own shares transactions were not carried out. On the 30th June the company held 2,000,000 own shares, representing 10% of the capital, for an amount of 11.179.644 euros, corresponding to an average price per share of 5.59 euros.
The main risk to activity still is the evolution of private consumption in Portugal and Spain.
In Angola, the devaluation of AKZ associated with some delays in the payments in foreign currency, which are limited to the amount made available by the BNA, significantly increased the foreign exchange risk of the operation in that country.
In the second half we expect to maintain the trend of sales that occurred in the first one. However, given that in 2014 sales began to grow at higher rate from the beginning of the second half, it is foreseeable that may occur a slowdown in the growth rate that will be offset by the effect of opening new units. In terms of costs we do not anticipate major changes other than those related to the seasonality of this business.
The adjustment of costs to fluctuations of the demand will remain as one of the Group's priorities throughout the year.
CAPEX for the current markets contemplates the opening of 7 Burger King units.
July saw the conclusion of the works and the opening of a concession at Lisbon airport as well as a Burger King restaurant in Oeiras. Simultaneously we maintain the refurbishment policy for the second half.
In Angola, is it expected that the devaluation will go on together with the rise of the inflation, which should determine negative impacts of the financial results of the Group and the evolution of the consumption in that market.
Up to 30 June 2015 no significant events have occurred that need to be mentioned.
Porto, 28th August 2015
The Board of Directors,
______________________________ António Alberto Guerra Leal Teixeira
______________________________ António Carlos Vaz Pinto de Sousa
______________________________
Juan Carlos Vázquez-Dodero
In compliance with paragraph c) of section 1 of article 246 of the Securities Market Code we hereby declare that as far as is known:
Porto, 28 August 2015
António Alberto Guerra Leal Teixeira Chairman of Board Directors António Carlos Vaz Pinto Sousa Member of Board Directors Juan Carlos Vásquez-Dodero Member of Board Directors
| Shareholders | nº shares | % share capital |
|---|---|---|
| ATPSII - SGPS, S.A. (*) | ||
| ATPS-SGPS, SA | 890.809 | 4,45% |
| I.E.S.-Indústria, Engenharia e Serviços, SGPS,S.A. | 9.998.000 | |
| Mirtal - SGPS, SA | 92.892 | 0,46% |
| António Alberto Guerra Leal Teixeira | 1.400 | 0,01% |
| António Carlos Vaz Pinto Sousa | 1.400 | 0,01% |
| Total attributable | 10.984.501 | 54,92% |
| Banco BPI, S.A. | ||
| Fundo Pensões Banco BPI | 400000 | 2,00% |
| Total attributable | 400.000 | 2,00% |
| Santander Asset Management SGFIM, SA | ||
| Fundo Santander Acções Portugal | 623.178 | |
| Fundo Santander PPA | 13.357 | 0,07% |
| Total attributable | 636.535 | 3,18% |
| Bestinver Gestion | ||
| BESTINVER BOLSA, F.I. | 1.081.419 | 5,41% |
| BESTINFOND F.I.M. | 941.016 | 4,71% |
| BESTINVER GLOBAL, FP | 208.624 | 1,04% |
| BESTVALUE F.I | 173.687 | 0,87% |
| SOIXA SICAV | 109.019 | 0,55% |
| BESTINVER MIXTO, F.I.M. | 95.699 | 0,48% |
| BESTINVER AHORRO, F.P. | 61.966 | 0,31% |
| BESTINVER SICAV-BESTINFUND | 39.531 | 0,20% |
| BESTINVER SICAV-IBERIAN | 126.400 | 0,63% |
| DIVALSA DE INVERSIONES SICAV, SA | 3.814 | 0,02% |
| BESTINVER EMPLEO FP | 3.322 | 0,02% |
| BESTINVER FUTURO EPSV | 2.210 | 0,01% |
| BESTINVER EMPLEO II, F.P. | 1.415 | 0,01% |
| BESTINVER EMPLEO III, F.P. | 795 | 0,00% |
| Total attributable | 2.848.917 | 14,24% |
| Norges Bank Directly |
743.147 | 3,72% |
| FMR LLC | ||
| Fidelity Managemment & Research Company | 400.000 | 2,00% |
(*) company held by the Board Directors António Pinto de Sousa and Alberto Teixeira, 50% each
| Board of Directors | Date | Acquisictions | Sales | Balance at | ||||
|---|---|---|---|---|---|---|---|---|
| shares | av pr | shares | av pr | 30.06.2015 | ||||
| António Alberto Guerra Leal Teixeira | ||||||||
| ATPS II- S.G.P.S., SA | (1) | 3.384.000 | ||||||
| Ibersol SGPS, SA | 1.400 | |||||||
| António Carlos Vaz Pinto Sousa | ||||||||
| ATPS II- S.G.P.S., SA | (1) | 3.384.000 | ||||||
| Ibersol SGPS, SA | 18-02-2015 | 3.850 | 6,82 | 1.400 | ||||
ATPS- S.G.P.S., SA (2) 5.680
| Date | Acquisictions | Sales | Balance at | ||||
|---|---|---|---|---|---|---|---|
| (2) | ATPS- S.G.P.S ., SA | shares | av pr | shares | av pr | 30.06.2015 | |
| Ibersol SGPS, SA | 4.450 | 890.809 | |||||
| 06-01-2015 | 400 | 7,05 | |||||
| 08-01-2015 | 19 | 6,90 | |||||
| 16-02-2015 | 181 | 6,90 | |||||
| 18-02-2015 | 3.850 | 6,82 | |||||
| I.E.S.- Indústria Engenharia e Seviços, SA (3) | 2.455.000 | ||||||
| MIRTAL -SGPS, SA (4) | 1.420.588 | ||||||
| (3) | I.E.S.- Indústria Engenharia e Seviços, SGPS, SA | ||||||
| Ibersol SGPS, SA | 9.998.000 | ||||||
| (4) MIRTAL- SGPS, SA | |||||||
Ibersol SGPS, SA 92.892
No transactions were reported by persons discharging managerial responsabilities and people closely connected with them during the first half of 2013.
30th June 2015
| ASSETS | Notes | 30-06-2015 | 31-12-2014 |
|---|---|---|---|
| Non-current | |||
| Tangible fixed assets | 7 | 133.096.799 | 132.109.999 |
| Goodwill | 8 | 40.594.588 | 40.594.588 |
| Intangible assets | 8 | 13.313.836 | 13.493.705 |
| Deferred tax assets | 593.888 | 531.418 | |
| Financial assets - joint controlled subsidiaries | 2.456.508 | 2.448.856 | |
| Other financial assets | 387.508 | 370.058 | |
| Other non-current assets | 1.441.907 | 1.487.814 | |
| Total non-current assets | 191.885.034 | 191.036.438 | |
| Current | |||
| Stocks | 5.882.754 | 5.937.327 | |
| Cash and bank deposits | 15.483.354 | 13.566.782 | |
| Income tax receivable | 96.738 | 9.859 | |
| Other current assets | 15 | 9.567.528 | 8.955.678 |
| Total current assets | 31.030.374 | 28.469.646 | |
| Total Assets | 222.915.408 | 219.506.084 | |
| EQUITY AND LIABILITIES | |||
| EQUITY | |||
| Capital and reserves attributable to shareholders | |||
| Share capital | 20.000.000 | 20.000.000 | |
| Own shares | -11.179.644 | -11.179.644 | |
| Conversion Reserves | -454.846 | 68.631 | |
| Legal Reserves | 4.000.001 | 4.000.001 | |
| Other Reserves & Retained Results | 107.457.711 | 100.691.623 | |
| Net profit in the year | 4.185.261 | 7.756.088 | |
| 124.008.483 | 121.336.699 | ||
| Non-controlling interest Total Equity |
4.910.343 128.918.826 |
4.976.886 126.313.585 |
|
| LIABILITIES Non-current |
|||
| Loans | 21.872.058 | 24.028.060 | |
| Deferred tax liabilities | 7.788.309 | 7.702.843 | |
| Provisions | 861.962 | 32.118 | |
| Other non-current liabilities | 254.137 | 268.561 | |
| Total non-current liabilities | 30.776.466 | 32.031.582 | |
| Current | |||
| Loans | 15.748.763 | 14.803.757 | |
| Accounts payable to suppl. and accrued costs | 33.808.863 | 36.534.100 | |
| Income tax payable Other current liabilities |
15 | 1.044.584 12.617.906 |
1.257.399 8.565.661 |
| Total current liabilities | 63.220.116 | 61.160.917 | |
| Total Liabilities | 93.996.582 | 93.192.499 | |
| Total Equity and Liabilities | 222.915.408 | 219.506.084 |
| Notes | 30-06-2015 | 30-06-2014 | |
|---|---|---|---|
| Operating Income | |||
| Sales | 5 | 97.249.875 | 84.771.257 |
| Rendered services | 5 | 337.575 | 301.630 |
| Other operating income | 1.133.695 | 904.738 | |
| Total operating income | 98.721.145 | 85.977.625 | |
| Operating Costs | |||
| Cost of sales | 23.301.535 | 20.403.081 | |
| External supplies and services | 31.094.280 | 28.337.242 | |
| Personnel costs | 31.049.468 | 27.654.823 | |
| Amortisation, depreciation and impairment losses | 7 e 8 | 5.101.346 | 5.017.998 |
| Other operating costs | 523.687 | 699.090 | |
| Total operating costs | 91.070.316 | 82.112.234 | |
| Operating Income | 7.650.829 | 3.865.391 | |
| Net financing cost | 16 | -2.361.245 | -1.069.576 |
| Gaisn (losses) in joint controlled subsidiaries - Equity method | 7.655 | -16.779 | |
| Profit before tax | 5.297.239 | 2.779.036 | |
| Income tax expense | 1.178.521 | 750.616 | |
| Net profit | 4.118.718 | 2.028.420 | |
| Other comprehensive income: | |||
| Change in currency conversion reserve (net of tax and that can be | |||
| recycled for results) | -523.477 | -149 | |
| TOTAL COMPREHENSIVE INCOME | 3.595.241 | 2.028.271 | |
| Net profit attributable to: | |||
| Owners of the parent | 4.185.261 | 2.077.762 | |
| Non-controlling interest | -66.543 | -49.342 | |
| 4.118.718 | 2.028.420 | ||
| Total comprehensive income attributable to: | |||
| Owners of the parent | 3.661.784 | 2.077.613 | |
| Non-controlling interest | -66.543 | -49.342 | |
| 3.595.241 | 2.028.271 | ||
| Earnings per share: | 9 | ||
| Basic | 0,23 | 0,12 | |
| Diluted | 0,23 | 0,12 |
| 2nd TRIMESTER | |||
|---|---|---|---|
| (unaudited) | |||
| Notes | 2015 | 2014 | |
| Operating Income Sales |
5 | 50.128.062 | 44.154.979 |
| Rendered services | 5 | 188.632 | 176.814 |
| Other operating income | 592.517 | 537.819 | |
| Total operating income | 50.909.211 | 44.869.612 | |
| Operating Costs | |||
| Cost of sales | 12.079.822 | 10.509.917 | |
| External supplies and services | 15.803.086 | 14.743.698 | |
| Personnel costs | 15.842.086 | 14.097.768 | |
| Amortisation, depreciation and impairment losses | 7 e 8 | 2.617.207 | 2.639.315 |
| Other operating costs | 241.769 | 510.254 | |
| Total operating costs | 46.583.970 | 42.500.952 | |
| Operating Income | 4.325.241 | 2.368.660 | |
| Net financing cost | 16 | -2.212.595 | -467.229 |
| Gaisn (losses) in joint controlled subsidiaries - Equity method Profit before tax |
3.093 2.115.739 |
-17.996 1.883.435 |
|
| Income tax expense | 328.990 | 468.411 | |
| Net profit | 1.786.749 | 1.415.024 | |
| Other comprehensive income: | |||
| Change in currency conversion reserve (net of tax and that can be recycled for results) |
-623.413 | -149 | |
| TOTAL COMPREHENSIVE INCOME | 1.163.336 | 1.414.875 | |
| Net profit attributable to: | |||
| Owners of the parent | 1.814.081 | 1.424.131 | |
| Non-controlling interest | -27.332 | -9.107 | |
| 1.786.749 | 1.415.024 | ||
| Total comprehensive income attributable to: | |||
| Owners of the parent | 1.190.668 | 1.423.982 | |
| Non-controlling interest | -27.332 | -9.107 | |
| 1.163.336 | 1.414.875 | ||
| Earnings per share: | 9 | ||
| Basic | 0,10 | 0,08 | |
| Diluted | 0,10 | 0,08 |
(value in euros)
| Ass ign ed to s har eho lde rs |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Not e |
Sha re C ital ap |
Ow n Sha res |
Co rsio nve n Res erv es |
Leg al Res erv es |
Oth er Res & erv es Ret ain ed Res ults Net |
Pro fit |
Tot al p nt are ity equ |
No n llin tro con g inte t res |
Tot al Equ ity |
|
| Bal n 1 Ja 201 4 anc e o nua ry Ch in t he iod ang es per : |
20. 000 .00 0 |
11. 179 .64 4 - |
19. 045 - |
4.0 00. 001 |
98. 105 .16 1 |
3.5 76. 462 |
114 .48 2.9 35 |
4.9 57. 161 |
119 .44 0.0 96 |
|
| App lica tion of the lida ted fit f 20 13: co nso pro rom |
||||||||||
| T sfe and ain ed ults r to ret ran res erv es res |
2.5 86. 462 |
2.5 86. 462 - |
- | - | ||||||
| Con sio - A la ver n re ser ves ngo Net lida ted inc e in the six nth riod co nso om mo pe end ed 30 Jun e 2 014 on |
-14 9 |
2.0 77. 762 |
-14 9 2.0 77. 762 |
49. 342 |
-14 9 2.0 28. 420 |
|||||
| Tot al c han in the riod |
-14 9 |
2.5 86. 462 |
508 .70 0 |
2.0 77. 613 |
- 49. 342 |
2.0 28. |
||||
| ges pe Net ofit |
- | - | - | - 2.0 77. 762 |
2.0 77. 762 |
- 49. 342 |
271 2.0 28. 420 |
|||
| pr Tot al c hen sive inc om pre om e |
2.0 77. 613 |
- 49. 342 |
2.0 28. |
|||||||
| Tra ctio wit h c ital s in the riod nsa ns ap ow ner pe |
- | 271 | ||||||||
| App lica tion of the lida ted fit f 20 13: co nso pro rom |
||||||||||
| P aid div ide nds |
-99 0.0 00 |
990 .00 0 - |
990 .00 0 - |
|||||||
| - | - | - | - | - | -99 0.0 00 |
990 .00 0 - |
- | -99 0.0 00 |
||
| Bal n 3 0 J 20 14 anc e o une |
20. 000 .00 0 |
11. 179 .64 4 - |
19. 194 - |
4.0 00. 001 |
100 .69 1.6 23 |
2.0 77. 762 |
115 .57 0.5 48 |
4.9 07. 819 |
120 .47 8.3 67 |
|
| Bal n 1 Ja 201 5 anc e o nua ry |
20. 000 .00 0 |
11. 179 .64 4 - |
68. 631 |
4.0 00. 001 |
100 .69 1.6 23 |
7.7 56. 088 |
121 .33 6.6 99 |
4.9 76. 886 |
126 .31 3.5 85 |
|
| Ch in t he iod ang es per : |
||||||||||
| App lica tion of the lida ted fit f 20 14: co nso pro rom |
||||||||||
| T sfe and ain ed ults r to ret ran res erv es res |
6.7 66. 088 |
6.7 66. 088 - |
- | - | ||||||
| Con sio - A la ver n re ser ves ngo |
-52 3.4 77 |
-52 3.4 77 |
523 .47 7 - |
|||||||
| Net lida ted inc e in the six nth riod co nso om mo pe end ed 30 Jun e 2 015 on |
4.1 85. 261 |
4.1 85. 261 |
66. 543 |
4.1 18. 718 |
||||||
| Tot al c han in the riod |
-52 3.4 77 |
6.7 66. 088 |
2.5 80. 827 |
3.6 61. 784 |
- 66. 543 |
3.5 95. |
||||
| ges pe Net ofit pr |
- | - | - | - 85. 261 4.1 |
85. 261 4.1 |
- 66. 543 |
241 18. 718 4.1 |
|||
| Tot al c hen sive inc om pre om e |
3.6 61. 784 |
- 66. 543 |
3.5 95. |
|||||||
| Tra ctio wit h c ital s in the riod nsa ns ap ow ner pe |
- | 241 | ||||||||
| App lica tion of the lida ted fit f 20 14: co nso pro rom |
||||||||||
| P aid div ide nds |
-99 0.0 00 |
990 .00 0 - |
990 .00 0 - |
|||||||
| - | - | - | - | - | -99 0.0 00 |
990 .00 0 - |
- | -99 0.0 00 |
||
| Bal n 3 0 J 20 15 anc e o une |
20. 000 .00 0 |
11. 179 .64 4 - |
454 .84 6 - |
4.0 00. 001 |
107 .45 7.7 11 |
4.1 85. 261 |
124 .00 8.4 83 |
4.9 10. 343 |
128 .91 8.8 26 |
(value in euros)
| Six months period ending on June 30 |
|||
|---|---|---|---|
| Note | 2015 | 2014 | |
| Cash Flows from Operating Activities Flows from operating activities (1) |
13.117.202 | 6.313.544 | |
| Cash Flows from Investment Activities | |||
| Receipts from: | |||
| Financial investments | |||
| Tangible fixed assets | 18.978 | 36.303 | |
| Intangible assets | |||
| Investment benefits | 82.738 | 97.954 | |
| Interest received | 91.000 | 92.211 | |
| Payments for: | |||
| Financial Investments | 17.450 | 59.317 | |
| Tangible fixed assets | 8.224.865 | 7.115.636 | |
| Intangible assests | 758.062 | 493.531 | |
| Flows from investment activities (2) | -8.807.661 | -7.442.016 | |
| Cash flows from financing activities | |||
| Receipts from: | |||
| Loans obtained | 2.355.871 | 3.288.494 | |
| Payments for: | |||
| Loans obtained | 3.403.633 | 6.732.723 | |
| Amortisation of financial leasing contracts | 53.072 | ||
| Interest and similar costs | 942.327 | 1.141.944 | |
| Dividends paid | 990.000 | 990.000 | |
| Flows from financing activities (3) | -2.980.089 | -5.629.245 | |
| Change in cash & cash equivalents (4)=(1)+(2)+(3) | 1.329.452 | -6.757.717 | |
| Perimeter changes effect | |||
| Exchange rate differences effect | -78.458 | ||
| Cash & cash equivalents at the start of the period | 13.471.613 | 21.453.094 | |
| Cash & cash equivalents at end of the period | 14.879.523 | 14.695.377 |
(Values in euros)
IBERSOL, SGPS, SA ("Company" or "Ibersol") has its head office at Praça do Bom Sucesso, Edifício Península n.º 105 a 159 – 9º, 4150-146 Porto, Portugal. Ibersol's subsidiaries (jointly called the Group), operate a network of 383 units in the restaurant segment through the brands Pizza Hut, Pasta Caffé, Pans & Company, Kentucky Fried Chicken, Burger King, O' Kilo, Roulotte, Café Sô, Quiosques, Pizza Móvil, Miit, Sol, Sugestões e Opções, Silva Carvalho Catering e Palace Catering, coffee counters and other concessions. The group has 365 units which it operates and 18 units under a franchise contract. Of this universe, 83 are headquartered in Spain, of which 66 are own establishments and 17 are franchised establishments, and 6 in Angola.
Ibersol is a public limited company listed on the Euronext of Lisbon.
The main accounting policies applied in preparing these consolidated financial statements are identical to those used in preparing information for the periods ended June 30 and December 31, 2014, as described in the complete financial statements for the prior year presented.
These consolidated financial statements were prepared according to the International Financial Reporting Standards (IFRS), as applied in the European Union and in force on 01 January 2015, mainly with the international standard nº. 34 – Interim Financial Report.
There where no substantially differences between accounting estimates and judgments applied on 31 December 2014 and the accounting values considered in the six months period ended on the 30 June 2015.
4.1. The following group companies were included in the consolidation on 30th June 2015 and 30th June and 31st December 2014:
| % Shareholding | ||||
|---|---|---|---|---|
| Company | Head Office | Jun-15 | Dec-14 | Jun-14 |
| Parent company | ||||
| Ibersol SGPS, S.A. | Porto | parent | parent | parent |
| Subsidiary companies | ||||
| Iberusa Hotelaria e Restauração, S.A. Ibersol Restauração, S.A. Ibersande Restauração, S.A. Ibersol Madeira e Açores Restauração, S.A. Ibersol - Hotelaria e Turismo, S.A. Iberking Restauração, S.A. Iberaki Restauração, S.A. Restmon Portugal, Lda Vidisco, S.L. Inverpeninsular, S.L. Ibergourmet Produtos Alimentares, S.A. Ferro & Ferro, Lda. Asurebi SGPS, S.A. Charlotte Develops, SL Firmoven Restauração, S.A. IBR - Sociedade Imobiliária, S.A. Eggon SGPS, S.A. Anatir SGPS, S.A. Lurca, SA Q.R.M.- Projectos Turísticos, S.A Sugestões e Opções-Actividades Turísticas, S.A RESTOH- Restauração e Catering, S.A Resboavista- Restauração Internacional, Lda José Silva Carvalho Catering, S.A (a) Iberusa Central de Compras para Restauração ACE (b) Vidisco, Pasta Café Union Temporal de Empresas Maestro - Serviços de Gestão Hoteleira, S.A. SEC - Eventos e Catering, S.A. IBERSOL - Angola, S.A. |
Porto Porto Porto Funchal Porto Porto Porto Porto Vigo - Espanha Vigo - Espanha Porto Porto Porto Madrid-Espanha Porto Porto Porto Porto Madrid-Espanha Porto Porto Porto Porto Porto Porto Vigo - Espanha Porto Porto Luanda - Angola |
100% 100% 80% 100% 100% 100% 100% 61% 100% 100% 100% 100% 100% 100% 100% 98% 100% 100% 100% 100% 100% - 100% 100% 100% 100% 100% 100% 100% |
100% 100% 80% 100% 100% 100% 100% 61% 100% 100% 100% 100% 100% 100% 100% 98% 100% 100% 100% 100% 100% - 100% 100% 100% 100% 100% 100% 100% |
100% 100% 80% 100% 100% 100% 100% 61% 100% 100% 100% 100% 100% 100% 100% 98% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% |
| HCI - Imobiliária, S.A. Parque Central Maia - Activ.Hoteleiras, Lda Gravos 2012, S.A. |
Luanda - Angola Porto Porto |
100% - 98% |
100% - 98% |
100% 100% 80% |
| Companies controlled jointly | ||||
| UQ Consult - Serviços de Apoio à Gestão, S.A. | Porto | 50% | 50% | 50% |
(a) Company consortium agreement that acts as the Purchasing and Logistics Centre and provides the respective restaurants with raw materials and maintenance services. (b) Union Temporal de Empresas which was founded in 2005 and that during the year functioned as the Purchasing Centre in Spain by providing raw materials to the respective restaurants.
The subsidiary companies were included in the consolidation by the full consolidation method. UQ Consult, the Jointly controlled entity, was subject to the equity method according to the group's shareholding in this company.
The shareholding percentages in the indicated companies imply an identical percentage in voting rights.
4.2. Alterations to the consolidation perimeter
4.2.1. Acquisition of new companies
The group did not buy any subsidiary in the six months period ended on 30 June 2015.
4.2.2. Disposals
The group did not sell any of its subsidiaries in the six months period ended on 30 June 2015.
IBERSOL monitors the business based on following segmentation:
| SEGMENT | BRANDS | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Restaurants | Pizza Hut | Pasta Caffe | Flor d'Oliveira Pizza Movil | ||||||
| Counters | KFC | O'Kilo | Miit | Burguer King | Pans/Bocatta | Coffee Counter | |||
| Other business | Sol (SA) | Concessões Catering | Convenience stores |
The results per segment for the six month period ended on 30 June 2015 and 2014 were as follows:
| Concessions | Other, write off and |
||||
|---|---|---|---|---|---|
| 30 JUNE 2015 | Restaurants | Counters | and Catering | adjustments | Total Group |
| Total sales and services | 31.870.566 | 54.227.173 | 11.327.984 | 161.727 | 97.587.450 |
| Operating cash-flow (EBITDA) | 2.726.433 | 8.706.309 | 1.319.641 | -207 | 12.752.175 |
| Amortisation, depreciation and impairment losses | 1.454.825 | 2.647.185 | 872.133 | 127.203 | 5.101.346 |
| Operating income (EBIT) | 1.271.608 | 6.059.124 | 447.508 | -127.411 | 7.650.829 |
| Other, write off | ||||||
|---|---|---|---|---|---|---|
| Concessions | and | |||||
| 30 JUNE 2014 | Restaurants | Counters | and Catering | adjustments | Total Group | |
| Total sales and services | 30.820.796 | 44.011.663 | 9.822.406 | 418.021 | 85.072.887 | |
| Operating cash-flow (EBITDA) | 1.992.242 | 6.112.600 | 649.713 | 128.833 | 8.883.389 | |
| Amortisation, depreciation and impairment losses | 1.454.187 | 2.180.917 | 1.077.789 | 305.105 | 5.017.998 | |
| Operating income (EBIT) | 538.055 | 3.931.684 | -428.075 | -176.272 | 3.865.391 |
Transfers or transactions between segments are performed according to normal commercial terms and in the conditions applicable to independent third parties.
No unusual facts took place during the six months period ended 30 June 2015.
In the restaurant segment season activity is characterized by a decrease of sales in the first two quarters of the year. In addition sales for the first six months of the year are influenced by the pace of openings or closures of the group restaurants. The previous years have evidenced that, in comparable perimeter and with an equal distribution of openings and closings, in the period that understands the first six months of the year, sales are about 46% of annual volume and.
In the six months period ended 30 June 2015 and in the year ending on 31 December 2014, entries in the value of tangible fixed assets, depreciation and accumulated impairment losses were as follows:
| Land and buildings |
Equipment | Other tangible fixed Assets |
Tangible Assets in progress (1) |
Total | |
|---|---|---|---|---|---|
| 1 January 2014 | |||||
| Cost | 137.645.431 | 69.148.910 | 15.714.983 | 2.246.141 | 224.755.467 |
| Accumulated depreciation | 31.624.056 | 52.577.587 | 12.909.260 | - | 97.110.902 |
| Accumulated impairment | 5.846.597 | 615.812 | 62.515 | - | 6.524.924 |
| Net amount | 100.174.778 | 15.955.512 | 2.743.209 | 2.246.141 | 121.119.640 |
| 31 December 2014 | |||||
| Initial net amount | 100.174.778 | 15.955.512 | 2.743.209 | 2.246.141 | 121.119.640 |
| Changes in consolidat perimeter | - | - | - | - | - |
| Currency conversion | 420.771 | 103.958 | 18.384 | 148.796 | 691.909 |
| Additions | 8.000.737 | 3.456.236 | 1.702.727 | 9.231.887 | 22.391.587 |
| Decreases | 277.608 | 160.181 | 3.745 | 17 | 441.551 |
| Transfers | 2.056.779 | - | 574 | -2.061.943 | -4.590 |
| Depreciation in the year | 3.425.120 | 3.991.117 | 814.494 | - | 8.230.731 |
| Deprec. by changes in the perim. | - | - | - | - | - |
| Impairment in the year | 3.416.264 | - | - | - | 3.416.264 |
| Impairment reversion | - | - | - | - | - |
| Final net amount | 103.534.073 | 15.364.408 | 3.646.655 | 9.564.864 | 132.110.000 |
| 31 December 2014 | |||||
| Cost | 145.874.413 | 70.718.503 | 17.057.427 | 9.564.864 | 243.215.209 |
| Accumulated depreciation | 34.496.057 | 54.791.463 | 13.348.258 | - | 102.635.777 |
| Accumulated impairment | 7.844.284 | 562.633 | 62.515 | - | 8.469.432 |
| Net amount | 103.534.073 | 15.364.408 | 3.646.655 | 9.564.864 | 132.110.000 |
| Land and buildings |
Equipment | Other tangible fixed Assets |
Tangible Assets in progress (1) |
Total | |
| 30 June 2015 | |||||
| Initial net amount | 103.534.073 | 15.364.408 | 3.646.655 | 9.564.864 | 132.110.000 |
| Changes in consolidat perimeter Currency conversion |
- -844.337 |
- -186.328 |
- -43.131 |
- -454.519 |
- -1.528.315 |
| Additions | 4.654.694 | 1.332.118 | 668.638 | 328.546 | 6.983.996 |
| Decreases | 47.663 | 74.071 | 3.674 | 2.092 | 127.500 |
| Transfers | 4.756.048 | 1.465.409 | 673.025 | -6.919.440 | -24.958 |
| Depreciation in the year | 1.845.818 | 2.063.419 | 407.186 | - | 4.316.423 |
| Deprec. by changes in the perim. | - | - | - | - | - |
| Impairment in the year | - | - | - | - | - |
| Impairment reversion Final net amount |
- 110.206.997 |
- 15.838.117 |
- 4.534.327 |
- 2.517.359 |
- 133.096.800 |
| 30 June 2015 | |||||
| Cost | 151.810.147 | 72.267.688 | 18.186.216 | 2.517.359 | 244.781.412 |
| Accumulated depreciation | 34.768.914 | 55.866.939 | 13.589.375 | - | 104.225.227 |
| Accumulated impairment | 6.834.237 | 562.633 | 62.515 | - | 7.459.385 |
| Net amount | 110.206.997 | 15.838.117 | 4.534.327 | 2.517.359 | 133.096.800 |
(1) changes in 2014 and 2015 are due, mainly, to KFC restaurants in Angola.
Investments for the year 2014 on fixed assets in the amount of about 13 million are related to the opening of new units and renovation of the existing ones, in Portugal and in Spain. And in 2015 are related to the opening of new stores.
Goodwill and intangible assets are broken down as follows:
| Jun-15 | Dec-14 | |
|---|---|---|
| Goodwill | 40.594.588 | 40.594.588 |
| Intangible assets | 13.313.836 | 13.493.705 |
| 53.908.424 | 54.088.293 |
In the six months period ended 30 June 2015 and in the year ending on 31 December 2014, entries in the value of intangible assets, amortization and accumulated impairment losses were as follows:
| Industrial | Other intangible | Intangible Assets in | |||
|---|---|---|---|---|---|
| Goodwill | property | Assets | progress (1) | Total | |
| 1 January 2014 | |||||
| Cost | 42.370.687 | 21.249.053 | 5.296.349 | 2.410.920 | 71.327.009 |
| Accumulated amortization | - | 7.488.729 | 4.933.428 | - | 12.422.157 |
| Accumulated impairment | 1.861.678 | 1.210.397 | 70.110 | - | 3.142.185 |
| Net amount | 40.509.009 | 12.549.927 | 292.811 | 2.410.920 | 55.762.668 |
| 31 December 2014 | |||||
| Initial net amount | 40.509.009 | 12.549.927 | 292.811 | 2.410.920 | 55.762.668 |
| Changes in consolidat. perimeter | - | - | - | - | - |
| Currency conversion | - | 47.787 | 20 | 17.895 | 65.702 |
| Additions | 85.579 | 924.064 | 39.904 | 62.763 | 1.112.310 |
| Decreases | - | 5.023 | 2.103 | - | 7.126 |
| Transfers | - | -699.941 | 699.941 | -3.608 | -3.608 |
| Amortization in the year | - | 1.118.603 | 421.851 | - | 1.540.454 |
| Amortiz. by changes in the perimeter | - | - | - | - | - |
| Impairment in the year | - | 1.301.200 | - | - | 1.301.200 |
| Impairment reversion | - | - | - | - | - |
| Final net amount | 40.594.588 | 10.397.011 | 608.722 | 2.487.970 | 54.088.292 |
| 31 December 2014 | |||||
| Cost | 42.456.266 | 21.231.044 | 5.969.250 | 2.487.970 | 72.144.530 |
| Accumulated amortization | - | 8.322.510 | 5.290.418 | - | 13.612.928 |
| Accumulated impairment | 1.861.678 | 2.511.522 | 70.110 | - | 4.443.310 |
| Net amount | 40.594.588 | 10.397.012 | 608.722 | 2.487.970 | 54.088.293 |
| Goodwill | Industrial property |
Other intangible Assets |
Intangible Assets in progress (1) |
Total | |
|---|---|---|---|---|---|
| 30 June 2015 | |||||
| Initial net amount | 40.594.588 | 10.397.012 | 608.722 | 2.487.970 | 54.088.293 |
| Changes in consolidat. Perimeter | - | - | - | - | - |
| Currency conversion | - | -45.176 | - | -21.831 | -67.007 |
| Additions | - | 623.371 | - | - | 623.371 |
| Decreases | - | 13.455 | - | - | 13.455 |
| Transfers | - | 64.309 | - | -62.762 | 1.547 |
| Amortization in the year | - | 551.867 | 172.460 | - | 724.327 |
| Amortiz. by changes in the perimeter | - | - | - | - | - |
| Impairment in the year | - | - | - | - | - |
| Impairment reversion | - | - | - | - | - |
| Final net amount | 40.594.588 | 10.474.194 | 436.262 | 2.403.377 | 53.908.422 |
| 30 June 2015 | |||||
| Cost | 42.456.266 | 21.813.700 | 5.953.848 | 2.403.377 | 72.627.191 |
| Accumulated amortization | - | 8.827.984 | 5.447.476 | - | 14.275.460 |
| Accumulated impairment | 1.861.678 | 2.511.522 | 70.110 | - | 4.443.310 |
| Net amount | 40.594.588 | 10.474.194 | 436.262 | 2.403.377 | 53.908.422 |
(1) intangible assets in progress balance refers mainly to the 3 new concessions yet to be open, in service areas of the following motorways: Guimarães, Fafe and Paredes. These service areas are still in the design stage and waiting for platforms delivery. It is expected that the platforms will not be delivered and their contracts cancel with the consequent repayment of principal invested. It is contractually provided for the return of the amount paid, corresponding to the contract beginning platforms delivery, or full refund in case the final decision is not to build.
Industrial property includes group's concessions and territorial rights.
Goodwill is broken down as shown bellow:
| Jun-15 | Dec-14 | |
|---|---|---|
| Restaurants | 11.104.988 | 11.104.988 |
| Counters | 25.349.831 | 25.349.831 |
| Concessions and Catering | 3.874.469 | 3.874.469 |
| Other, write off and adjustments | 265.300 | 265.300 |
| 40.594.588 | 40.594.588 |
Income per share in the six months period ended 30 June 2015 and 2014 was calculated as follows:
| Jun-15 | Jun-14 | |
|---|---|---|
| Profit payable to shareholders | 4.185.261 | 2.077.762 |
| Mean weighted number of ordinary shares issued | 20.000.000 | 20.000.000 |
| Mean weighted number of own shares | -2.000.000 | -2.000.000 |
| 18.000.000 | 18.000.000 | |
| Basic earnings per share (€ per share) | 0,23 | 0,12 |
| Earnings diluted per share (€ per share) | 0,23 | 0,12 |
| Number of own shares at the end of the year | 2.000.000 | 2.000.000 |
At the General Meeting of 30th April 2015, the company decided to pay a gross dividend of 0,055 euros per share (0,055 euros in 2014), representing a total value of 990.000 euros for outstanding shares (990.000 euros in 2014), settled on May 29th, 2015.
The group has contingent liabilities regarding bank and other guarantees and other contingencies related with its business operations (as licensing, advertising fees, food hygiene and safety and employees, and the rate of success of these processes is historically high in Ibersol). No significant liabilities are expected to arise from the said contingent liabilities.
On 30th June 2015 and 31st December 2014, responsibilities not recorded by the companies and included in the consolidation consist mainly of bank guarantees given on their behalf, as shown below:
| Jun-15 | Dec-14 | ||
|---|---|---|---|
| Bank guarantees | 2.055.271 | 1.884.411 |
Bank guarantees are related mainly to concessions and rents.
On early October 2013, a joint administrative action against the Portuguese State, was brought by the subsidiary Iberusa Hotelaria e Restauração, S.A., whose cause of action falls in extensive property damage caused by the current and future implementation of Iberusa signed contracts under the Public-Private Partnerships, concerning several highway concessions where Iberusa explores, in different service areas, several establishments, under the various sub-conceded contracts.
No investments had been signed on the Balance Sheet date which had not taken place yet.
Changes in the six months period ended 30 June 2015 and in the year ending on 31 December 2014, under the heading of asset impairment losses were as follows:
| Jun-15 | |||||||
|---|---|---|---|---|---|---|---|
| Impairment | |||||||
| Starting balance |
Cancellation | assets disposals |
Losses in the Year |
Impairment reversion |
Closing balance |
||
| Tangible fixed assets | 8.469.432 | - | -1.010.047 | - | - | 7.459.385 | |
| Consolidation differences | 1.861.678 | - | - | - | - | 1.861.678 | |
| Intangible assets | 2.581.631 | - | - | - | - | 2.581.631 | |
| Stocks | 74.981 | - | - | - | - | 74.981 | |
| Other current assets | 1.386.567 | - | - | -8.136 | -25.670 | 1.352.761 | |
| Other non current assets | 158.512 | - | - | - | - | 158.512 | |
| 14.532.802 | - | -1.010.047 | -8.136 | -25.670 | 13.488.949 |
| Dec-14 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Starting balance |
Cancellation | Impairment assets disposals |
Losses in the Year |
Impairment reversion |
Closing balance |
|||
| Tangible fixed assets | 6.524.924 | - | -1.471.757 | 3.416.264 | - | 8.469.432 | ||
| Consolidation differences | 1.861.678 | - | - | - | - | 1.861.678 | ||
| Intangible assets | 1.280.506 | - | -75 | 1.301.200 | - | 2.581.631 | ||
| Stocks | 74.981 | - | - | - | - | 74.981 | ||
| Other current assets | 1.167.468 | - | - | 262.543 | -43.444 | 1.386.567 | ||
| Other non current assets | - | - | - | 158.512 | - | 158.512 | ||
| 10.909.557 | - | -1.471.832 | 5.138.520 | -43.444 | 14.532.802 |
The group's activities are exposed to a number of financial risk factors: market risk (including currency exchange risk, fair value risk associated to the interest rate and price risk), credit risk, liquidity risk and cash flow risks associated to the interest rate. The group maintains a risk management program that focuses its analysis on financial markets to minimise the potential adverse effects of those risks on the group's financial performance.
Financial risk management is headed by the Financial Department based on the policies approved by the Board of Directors. The treasury identifies, evaluates and employs financial risk hedging measures in close cooperation with the group's operating units. The Board provides principles for managing the risk as a whole and policies that cover specific areas, such as the currency exchange risk, the interest rate risk, the credit risk and the investment of surplus liquidity.
The currency exchange risk is very low, since the group operates mainly in the Iberian market. Bank loans are mainly in euros and acquisitions outside the Euro zone are of irrelevant proportions.
Although the Group holds investments outside the euro-zone in external operations, in Angola, although the reduced size of the investment, the low oil price is condition a shortage of foreign currency in Angola and the depreciation of Kwanza is a risk to consider. Angolan branch loans in the amount of 2.562.500 USD does not provide material exposure to currency exchange rate due to its reduced amount. The remaining loans are in local currency, the same as the revenues.
Mainly commercial liabilities in foreign currency amount to 1.519.055 USD and 5.535.626 EUR.
Based on simulations performed on June 30, 2015, a decline of over 5% AOA, keeping everything else constant, would have a negative impact on net income for the period of 315 thousand euros
Currency exchange rate used for conversion of the transactions and balances denominated in Kwanzas, were respectively:
| Jun-15 | |||
|---|---|---|---|
| Euro exchange rates | (x | Rate on June, 30 | Average interest |
| foreign currency per 1 Euro) | 2015 | rate June 2015 | |
| Kwanza de Angola (AOA) | 137,362 | 123,500 | |
| Dec-14 | |||
| Euro exchange rates | (x | Rate on December, | Average interest |
| foreign currency per 1 Euro) | 31 2014 | rate year 2014 | |
| Kwanza de Angola (AOA) | 124,984 | 131,044 |
ii) Price risk
The group is not greatly exposed to the merchandise price risk.
Since the group does not have remunerated assets earning significant interest, the profit and cash flow from investment activities are substantially independent from interest rate fluctuations.
The group's interest rate risk follows its liabilities, in particular long-term loans. Loans issued with variable rates expose the group to the cash flow risk associated to interest rates. Loans with fixed rates expose the group to the risk of the fair value associated to interest rates. At the current interest rates, in financing of longer maturity periods the group has a policy of totally or partially fixing the interest rates.
The unpaid debt bears variable interest rate, part of which has been the object of an interest rate swap. The interest rate swap to hedge the risk of a 10 million euros (commercial paper programmes) loan has the maturity of the underlying interest and the repayment plan identical to the terms of the loan.
Based on simulations performed on 30 June 2015, an increase of 100 basis points in the interest rate, maintaining other factors constant, would have a negative impact in the net profit of 98 thousand euros.
The group's main activity covers sales paid in cash or by debit/credit cards. As such, the group does not have relevant credit risk concentrations. It has policies ensuring that sales on credit are performed to customers with a suitable credit history. The group has policies that limit the amount of credit to which these customers have access.
Liquidity risk management implies maintaining a sufficient amount of cash and bank deposits, the feasibility of consolidating the floating debt through a suitable amount of credit facilities and the capacity to liquidate market positions. Treasury needs are managed based on the annual plan that is reviewed every quarter and adjusted daily. Related with the dynamics of the underlying business operations, the group's treasury strives to maintain the floating debt flexible by maintaining credit lines available.
The Group considers that the short-term bank loans are due on the renewal date and that the commercial paper programmes matured on the dates of denunciation.
At the end of the first semester, current liabilities reached 63 million euros, compared with 31 million euros in current assets. This disequilibrium is, on one hand, a financial characteristic of this business and, on the other hand, due to the use of commercial paper programmes in witch the Group considers the maturity date as the renewal date, regardless of its initial stated periods. In order to ensure liquidity of the short term debt it is expected in the year 2015 the renewal of the commercial paper programmes (10.750.000 euros). However, in case of need, cash and cash equivalents and cash flows from operations are sufficient to settle current loans.
On recent developments, to lower bank loans the company opted to increase financial debt maturity and to maintain a significant share of the short term debt. On June 30, 2015, the use of short term liquidity cash flow support was of 2%. Investments in term deposits of 3,4 million match 9% of liabilities paid.
The following table shows the Group financial liabilities (relevant items), considering contractual cash-flows:
| to June 2016 | from June 2016 to 2021 | ||
|---|---|---|---|
| Bank loans and overdrafts | 4.998.763 | 13.122.058 | |
| Commercial paper | 10.750.000 | 8.750.000 | |
| Suppliers of fixed assets c/ a | 4.862.951 | - | |
| Suppliers c/ a | 19.349.439 | - | |
| Other creditors | 11.330.770 | 254.137 | |
| Accrued costs | 9.596.473 | - | |
| Total | 60.888.396 | 22.126.195 |
The company aims to maintain an equity level suitable to the characteristics of its main business (cash sales and credit from suppliers) and to ensure continuity and expansion. The capital structure balance is monitored based on the gearing ratio (defined as: net remunerated debt / net remunerated debt + equity) in order to place the ratio within a 35%-70% interval.
On 30th June 2015 the gearing ratio was of 15% and on 31st December 2014 of 17%, as follows:
| Jun-15 | Dec-14 | ||
|---|---|---|---|
| Bank loans | 37.620.821 | 38.831.817 | |
| Cash and bank deposits | -15.483.354 | -13.566.782 | |
| Net indebtedness | 22.137.467 | 25.265.035 | |
| Equity | 128.918.826 | 126.313.585 | |
| Total capital | 151.056.293 | 151.578.620 | |
| Gearing ratio | 15% | 17% |
Given the current constraints of the financial markets and despite the goal of placing the gearing ratio in the range 35% -70%, prudently, in June 2015 we have only a 15% ratio.
The fair value of financial instruments commercialised in active markets (such as publicly negotiated derivatives, securities for negotiation and available for sale) is determined based on the listed market prices on the consolidated statement of financial position date. The market price used for the group's financial assets is the price received by the shareholders in the current market. The market price for financial liabilities is the price to be paid in the current market.
The nominal value of accounts receivable (minus impairment adjustments) and accounts payable is assumed to be as approximate to its fair value. The fair value of financial liabilities is estimated by updating future cash flows contracted at the current market interest rate that is available for similar financial instruments.
Other current assets and liabilities on 30 June 2015 and 31st December 2014 are broken down as follows:
| Jun-15 | Dec-14 | |
|---|---|---|
| Clients | 4.556.969 | 3.733.279 |
| State and other public entities | 155.866 | 219.434 |
| Other debtors | 3.467.740 | 3.331.421 |
| Advances to suplliers | 515.956 | 321.639 |
| Accruals and income | 959.611 | 1.042.710 |
| Deferred costs | 1.274.218 | 1.693.763 |
| Other current assets | 10.930.360 | 10.342.246 |
| Accumulated impairment losses | 1.362.832 | 1.386.568 |
| 9.567.528 | 8.955.678 | |
| Other current liabilities | ||
| Jun-15 | Dec-14 | |
| Other creditors (1) | 4.658.171 | 1.603.073 |
| State and other public entities | 5.628.015 | 5.587.781 |
| Deferred income | 2.331.720 | 1.374.807 |
| 12.617.906 | 8.565.661 |
(1) unlike 2014, on 2015 wages of the month of June, were paid in early July 2015 (2.565.250 euros), due to the change of procedures in the payroll period (from the 26 of n-1 month to the 25 of n month changed to 01-30 of month n), thereby fulfilling with all legal requirements of the Social Security services.
Net financing cost on 30th June 2015 and 31st December 2014 are broken down as follows:
| 2015 | 2014 | |
|---|---|---|
| Interest paid | 571.393 | 777.035 |
| Interest earned | -21.446 | -59.911 |
| Currency exchange differences (1) | 1.416.572 | 37.165 |
| Payment discounts obtained | -4.944 | -2.525 |
| Other financial costs and income | 399.670 | 317.812 |
| 2.361.245 | 1.069.576 |
(1) in the second quarter, the devaluation of Kwanza (AOA) against major currencies, with particular emphasis on the USD gave potential unfavorable exchange differences in Angola for updating of assets and liabilities in foreign currency.
The following entities have a qualifying shareholding, with over 10% of voting rights in the group:
António Carlos Vaz Pinto de Sousa – 1.400 shares (*)
António Alberto Guerra Leal Teixeira 1.400 shares (*)
(*) each holds 50% of ATPSII- SGPS, which in turn holds directly or indirectly, ATPS –SGPS, IES-SGPS e Mirtal-SGPS
After deducting own shares, there are still 23% of shares dispersed among other shareholders.
With regard to the balances and transactions with related parties, the overall value of the Group balances and transactions with the joint venture UQ Consult was, respectively, 710.291 e 1.170.708 euros.
Remuneration and benefits assigned to directors
The company shareholder ATPS-S.G.P.S., S.A., which signed a service-rendering contract with the subsidiary Ibersol Restauração, SA, provides services of administration and management to the group. ATPS-S.G.P.S., S.A.. And, under contract with Ibersol Restauração, S.A., has the obligation to ensure that its administrators, António Carlos Vaz Pinto de Sousa and Antonio Alberto Guerra Leal Teixeira, manage the group without incur in any additional charge. The company does not pay directly to its administrators any remuneration.
There were no subsequent events as of 30 June 2015 that may have a material impact on these financial statements.
The financial statements were approved by the Board of Directors and authorised for emission on 28th August 2015.
1 In accordance with the Portuguese Securities Market legislation ("Código dos Valores Mobiliários") we present the limited review report on the consolidated financial information for the period of six months ended 30 June 2015 of Ibersol, SGPS, SA, comprising the consolidated Management Report, the consolidated statement of financial position (which shows total assets of Euros 222,915,408 and total shareholder's equity of Euros 128,918,826, which includes Non-Controlling Interests of 4,910,343 euros and a net profit of Euros 4,185,261), the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the period then ended and the corresponding notes to the accounts.
2 The amounts included in the financial statements, as well other additional information, are derived from accounting registers.
3 It is the responsibility of the Company's Management: (a) to prepare consolidated financial statements which present fairly, in all material respects, the financial position of the company and its subsidiaries, the consolidated results and the consolidated comprehensive income of their operations the changes in consolidated equity and the consolidated cash-flows; (b) to prepare historic financial information in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union, in particular the International Accounting Standard nº 34 – Interim Financial Information, and which is complete, true, timely, clear, objective and lawful as required by the Portuguese Securities Market Code; (c) to adopt appropriate accounting policies and criteria; (d) to maintain adequate systems of internal control; and (e) to disclose any relevant fact that has influenced the activity, financial position or results of the company and its subsidiaries.
4 Our responsibility is to verify the consolidated financial information presented in the financial statements referred to above, namely as to whether it is complete, true, timely, clear, objective and lawful, as required by the Portuguese Securities Market Code, for the purpose of issuing an independent and professional report on this information based on our review.
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex, Rua António Bessa Leite, 1430 - 5º, 4150-074 Porto, Portugal Tel +351 225 433 000 Fax +351 225 433 499, www.pwc.pt Matriculada na CRC sob o NUPC 506 628 752, Capital Social Euros 314.000 Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na CMVM sob o nº 9077
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. pertence à rede de entidades que são membros da PricewaterhouseCoopers International Limited, cada uma das quais é uma entidade legal autónoma e independente. Sede: Palácio Sottomayor, Rua Sousa Martins, 1 - 3º, 1069-316 Lisboa, Portugal
5 We conducted our limited review in accordance with the Standards and Technical Recommendations approved by the Portuguese Institute of Statutory Auditors, which require that we plan and perform the review to obtain moderate assurance as to whether the consolidated financial statements are free of material misstatement. Our limited review consisted, principally, in inquiries and analytical procedures designed to evaluate: (i) the faithfulness of the assertions in the financial information; (ii) the adequacy and consistency of the accounting principles adopted, taking into account the circumstances; (iii) the applicability, or not, of the going concern basis; (iv) the overall presentation of the financial statements; and (v) verification of the completeness, truthfulness, accuracy, clarity, objectivity and lawfulness of the consolidated financial information.
6 Our review also covered the verification that the information included in the consolidated Management Report is consistent with the information contained in the consolidated financial statements.
7 We believe that our review provides a reasonable basis for our limited review report.
8 Based in our limited review, which was performed in order to provide a moderate level of assurance, nothing has come to our attention that cause us to conclude that the consolidated financial statements of the period of six months ended 30 June 2015 contain material errors that affect their conformity with the International Financial Reporting Standards (IFRS), as adopted in the European Union, in particular the International Accounting Standard nr. 34 – Interim Financial Information, and the information there included is not complete, true, timely, clear, objective and lawful.
9 Based in our limited review, nothing has come to our attention that cause us to conclude that the information included in the Consolidated Management Report is not in accordance with the information contained in the consolidated financial statements.
28 August 2015
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. represented by:
Hermínio António Paulos Afonso, R.O.C.
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